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This is a translation into English of the official Dutch version of the articles of association of a

public company with limited liability under Dutch law. Definitions included in Article 1

below appear in the English alphabetical order, but will appear in the Dutch

alphabetical order in the official Dutch version. In the event of a conflict between the

English and Dutch texts, the Dutch text shall prevail.

ARTICLES OF ASSOCIATION

CUREVAC N.V.

DEFINITIONS AND INTERPRETATION

Article 1

1.1 In these articles of association the following definitions shall apply:

Affiliate Any Person controlling, controlled by, or under common

control with another Person, with "control" meaning

directly or indirectly owning or controlling at least fifty

percent (50%) of such company's voting stock, or

possessing the decisive power, whether directly or

indirectly, to direct or cause the direction of such company's

management and policies and includes in case of KfW also

the Federal Republic of Germany and its special estates

(Sondervermögen), corporate bodies (Körperschaften),

institutions (Anstalten) as well as their respective Affiliates

(in relation to KfW, "KfW Affiliates").

Article An article of these articles of association.

CEO The Company's chief executive officer.

Chairman The chairman of the Supervisory Board.

Change of Control The occurrence of any one or more of the following events

with respect to dievini, as determined by the Supervisory

Board:

a. the direct or indirect change in ownership or control

of dievini effected through one transaction, or a

series of related transactions within a twelve-month

period, as a result of which any Person or group of

Persons acting in concert, directly or indirectly

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acquires (i) beneficial ownership of more than half

of the share capital or interests of dievini and/or (ii)

the ability to cast more than half of the voting rights

in the shareholders' meeting (or equivalent body) of

dievini;

b. the consummation of a merger, demerger or

business combination of dievini with another

Person, unless such transaction results in the shares

and voting interests in dievini outstanding

immediately prior to the consummation of such

transaction continuing to represent (either by

remaining outstanding or by being converted into,

or exchanged for, voting securities of the surviving

or acquiring Person or a parent thereof) at least half

of the voting rights in the shareholders' meeting (or

equivalent body) of such surviving or acquiring

Person or parent outstanding immediately after the

consummation of such transaction; or

c. the consummation of any sale, lease, exchange or

other transfer to any Person or group of Persons

acting in concert, in one transaction or a series of

related transactions within a twelve-month period,

of all or substantially all of the business of dievini,

in each case unless the Person entering into the transaction

concerned is an Affiliate or an Ultimate Beneficiary of

dievini.

Class Meeting The meeting formed by the Persons with Meeting Rights

with respect to shares of a certain class.

Company The company to which these articles of association pertain.

CureVac AG CureVac AG, registered with the Commercial Register of

the Local Court in Stuttgart under HRB 754041, or its legal

successors.

DCC The Dutch Civil Code.

dievini dievini Hopp BioTech holding GmbH & Co. KG, registered

with the Commercial Register of the Local Court in

Mannheim under HRA 700792, or its legal successors or

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permitted assigns under the SHA.

dievini Nominee A member of the Supervisory Board appointed upon

nomination by dievini pursuant to Articles 22.2 and 22.3.

Euribor The Euribor rate (or a European reference rate that has

replaced the Euribor rate) published by Thomson Reuters

or another institution chosen by the Management Board, for

loans with a maturity of three, six, nine or twelve months,

whichever had the highest mathematical average over the

financial year (or the relevant part thereof) in respect of

which the relevant distribution is made, but in any event no

less than zero percent.

General Meeting The Company's general meeting.

Group Company An entity or partnership which is organisationally

connected with the Company in an economic unit within the

meaning of Section 2:24b DCC.

Indemnified Officer A current or former Managing Director or Supervisory

Director or such other current or former officer or employee

of the Company or its Group Companies as designated by

the Management Board, subject to approval by the

Supervisory Board.

Initial Approval Period The period during which the SHA has not expired or

otherwise terminated in accordance with its terms, as

determined by the Supervisory Board.

Initial Nomination Period The following respective periods:

a. with respect to nomination rights of dievini under

these articles of association, the period from

[effective date of these articles of association]

until the earlier of:

i. dievini and its Affiliates and Ultimate

Beneficiaries (individually or collectively)

no longer holding ordinary shares

representing at least ten percent (10%) of

the Company's issued share capital; or

ii. the occurrence of a Change of Control;

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b. with respect to nomination rights of KfW under

these articles of association, the period from

[effective date of these articles of association]

until KfW nor any of the KfW Affiliates

(individually or together with any other KfW

Affiliates) no longer holds ordinary shares

representing at least ten percent (10%) of the

Company's issued share capital,

in each case as determined by the Supervisory Board.

Initial Period The period from [effective date of these articles of

association] until the earlier of:

a. dievini and its Affiliates and Ultimate Beneficiaries

(individually or collectively) no longer holding

shares representing at least twenty-five percent

(25%) of the Company's issued share capital; or

b. the occurrence of a Change of Control,

in each case as determined by the Supervisory Board.

KfW KfW, a public law institution (Anstalt des öffentlichen

Rechts) under German law, having its seat in Frankfurt am

Main, Germany, or its legal successors or permitted assigns

under the SHA.

KfW Nominee A member of the Supervisory Board appointed upon

nomination by KfW pursuant to Articles 22.2 and 22.3.

Management Board The Company's management board.

Management Board Rules The internal rules applicable to the Management Board, as

drawn up by the Management Board.

Managing Director A member of the Management Board.

Meeting Rights With respect to the Company, the rights attributed by law

to the holders of depository receipts issued for shares with

a company's cooperation, including the right to attend and

address a General Meeting.

Nomination Concert Any shareholder or group of shareholders acting in concert

representing at least twenty percent (20%) of the

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Company's issued share capital, in each case excluding:

a. dievini and its Affiliates and Ultimate Beneficiaries

during the Initial Nomination Period for dievini;

and

b. KfW and its Affiliates during the Initial

Nomination Period for KfW.

Person A natural person, partnership, company, corporation,

association with or without legal personality

(rechtspersoonlijkheid), cooperative, mutual insurance

society, foundation or any other entity or body which

operates externally as an independent unit or organization,

including state or governmental institutions, departments

and agencies and other entities under public law.

Person with Meeting

Rights

A shareholder, a usufructuary or pledgee with voting rights

or a holder of depository receipts for shares issued with the

Company's cooperation.

Preferred Distribution A distribution on the preferred shares for an amount equal

to the Preferred Interest Rate calculated over the aggregate

amount paid up on those preferred shares, whereby:

a. any amount paid up on those preferred shares

(including as a result of an issue of preferred

shares) during the financial year (or the relevant

part thereof) in respect of which the distribution is

made shall only be taken into account proportionate

to the number of days that elapsed during that

financial year (or the relevant part thereof) after the

payment was made on those preferred shares;

b. any reduction of the aggregate amount paid up on

preferred shares during the financial year (or the

relevant part thereof) in respect of which the

distribution is made shall be taken into account

proportionate to the number of days that elapsed

during that financial year (or the relevant part

thereof) until such reduction was effected; and

c. if the distribution is made in respect of part of a

financial year, the amount of the distribution shall

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be proportionate to the number of days that elapsed

during that part of the financial year.

Preferred Interest Rate The mathematical average, calculated over the financial

year (or the relevant part thereof) in respect of which a

distribution is made on preferred shares, of the relevant

Euribor interest rate, plus a margin not exceeding five

hundred basis points (500bps) to be determined by the

Management Board each time when, or before, preferred

shares are issued without preferred shares already forming

part of the Company's issued share capital.

Record Date The date of registration for a General Meeting as provided

by law.

SHA The Shareholders' Agreement originally entered into

between KfW, dievini and Mr. Dietmar Hopp and dated the

sixteenth day of June two thousand and twenty, as amended

from time to time.

Simple Majority More than half of the votes cast.

Subsidiary A subsidiary within the meaning of Section 2:24a DCC.

Supervisory Board The Company's supervisory board.

Supervisory Board Rules The internal rules applicable to the Supervisory Board, as

drawn up by the Supervisory Board.

Supervisory Director A member of the Supervisory Board.

Ultimate Beneficiary Each Person who is:

a. an ultimate beneficiary of dievini, determined as of

[effective date of these articles of association];

b. a member of the immediate family of an ultimate

beneficiary referred to under paragraph a. above,

with "immediate family" meaning any family

member by blood, marriage or adoption, not more

remote than the first cousin;

c. an Affiliate of an ultimate beneficiary referred to

under paragraph a. above; or

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d. an Affiliate of a member of the immediate family

of an ultimate beneficiary referred to under

paragraph b. above.

Vice-Chairman The vice-chairman of the Supervisory Board.

1.2 Unless the context requires otherwise, references to "shares" or "shareholders" without

further specification are to shares in the Company's capital, irrespective of their class, or to

the holders thereof, respectively.

1.3 References to statutory provisions are to those provisions as they are in force from time to

time.

1.4 Terms that are defined in the singular have a corresponding meaning in the plural.

1.5 Words denoting a gender include each other gender.

1.6 Except as otherwise required by law, the terms "written" and "in writing" include the use of

electronic means of communication.

NAME AND SEAT

Article 2

2.1 The Company's name is CureVac N.V.

2.2 The Company has its corporate seat in Amsterdam.

OBJECTS

Article 3

The Company's objects are:

a. to incorporate, to participate in, to finance, to hold any other interest in and to conduct the

management or supervision of other entities, companies and partnerships in the area of

pharmaceuticals and related products;

b. to acquire, to manage, to invest, to exploit, to encumber and to dispose of assets and

liabilities;

c. to furnish guarantees, to provide security, to warrant performance in any other way and to

assume liability, whether jointly and severally or otherwise, in respect of obligations of

Group Companies or other parties; and

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d. to do anything which, in the widest sense, is connected with or may be conducive to the

objects described above.

SHARES - AUTHORISED SHARE CAPITAL AND DEPOSITORY RECEIPTS

Article 4

4.1 The Company's authorised share capital amounts to ninety-two million seven hundred

thousand euro (EUR 92,700,000).

4.2 The authorised share capital is divided into:

a. three hundred eighty-six million two hundred fifty thousand (386,250,000) ordinary

shares; and

b. three hundred eighty-six million two hundred fifty thousand (386,250,000)

preferred shares,

each having a nominal value of twelve eurocents (EUR 0.12).

4.3 Until the expiration of the later of (i) the Initial Period or (ii) the Initial Approval Period,

the preferred shares cannot be issued and shall not be part of the Company's issued share

capital.

4.4 The Management Board may resolve that one or more shares are divided into such number

of fractional shares as may be determined by the Management Board. Unless specified

differently, the provisions of these articles of association concerning shares and

shareholders apply mutatis mutandis to fractional shares and the holders thereof,

respectively.

4.5 The Company may cooperate with the issue of depository receipts for shares in its capital.

SHARES - FORM OF SHARES AND SHARE REGISTER

Article 5

5.1 All shares are registered shares. The Company may issue share certificates for registered

shares in such form as may be approved by the Management Board. Each Managing

Director is authorised to sign any such share certificate on behalf of the Company.

5.2 Shares shall be numbered consecutively, starting from 1 for each class of shares.

5.3 The Management Board shall keep a register setting out the names and addresses of all

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shareholders and all holders of a usufruct or pledge in respect of shares. The register shall

also set out any other particulars that must be included in the register pursuant to applicable

law. Part of the register may be kept outside the Netherlands to comply with applicable local

law or pursuant to stock exchange rules.

5.4 Shareholders, usufructuaries and pledgees shall provide the Management Board with the

necessary particulars in a timely fashion. Any consequences of not, or incorrectly, notifying

such particulars shall be borne by the party concerned.

5.5 All notifications may be sent to shareholders, usufructuaries and pledgees at their respective

addresses as set out in the register.

SHARES - ISSUE

Article 6

6.1 Subject to Article 4.3, the Company can only issue shares pursuant to a resolution of the

General Meeting or of another body authorised by the General Meeting for this purpose for

a specified period not exceeding five years. When granting such authorisation, the number

of shares that may be issued must be specified. The authorisation may be extended, in each

case for a period not exceeding five years. Unless stipulated differently when granting the

authorisation, the authorisation cannot be revoked. For as long as and to the extent that

another body has been authorised to resolve to issue shares, the General Meeting shall not

have this authority.

6.2 In order for a resolution of the General Meeting on an issuance or an authorisation as

referred to in Article 6.1 to be valid, a prior or simultaneous approval shall be required from

each Class Meeting of shares whose rights are prejudiced by the issuance.

6.3 The preceding provisions of this Article 6 apply mutatis mutandis to the granting of rights

to subscribe for shares, but do not apply in respect of issuing shares to a party exercising a

previously acquired right to subscribe for shares.

6.4 The Company may not subscribe for shares in its own capital.

SHARES - PRE-EMPTION RIGHTS

Article 7

7.1 Upon an issue of shares, each holder of ordinary shares shall have a pre-emption right in

proportion to the aggregate nominal value of his ordinary shares. No pre-emption rights are

attached to preferred shares.

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7.2 In deviation of Article 7.1, holders of ordinary shares do not have pre-emption rights in

respect of:

a. preferred shares;

b. shares issued against non-cash contribution; or

c. shares issued to employees of the Company or of a Group Company.

7.3 The Company shall announce an issue with pre-emption rights and the period during which

those rights can be exercised in accordance with applicable law.

7.4 Pre-emption rights may be exercised for a period of at least two weeks after the date of

announcement in accordance with applicable law.

7.5 Pre-emption rights may be limited or excluded by a resolution of the General Meeting or of

the body authorised as referred to in Article 6.1, if that body was authorised by the General

Meeting for this purpose for a specified period not exceeding five years. The authorisation

may be extended, in each case for a period not exceeding five years. Unless stipulated

differently when granting the authorisation, the authorisation cannot be revoked. For as long

as and to the extent that another body has been authorised to resolve to limit or exclude pre-

emption rights, the General Meeting shall not have this authority.

7.6 A resolution of the General Meeting to limit or exclude pre-emption rights, or to grant an

authorisation as referred to in Article 7.5, shall require a majority of at least two thirds of

the votes cast if less than half of the issued share capital is represented at the General

Meeting.

7.7 The preceding provisions of this Article 7 apply mutatis mutandis to the granting of rights

to subscribe for shares, but do not apply in respect of issuing shares to a party exercising a

previously acquired right to subscribe for shares.

SHARES - PAYMENT

Article 8

8.1 Without prejudice to Section 2:80(2) DCC, the nominal value of a share and, if the share is

subscribed for at a higher price, the difference between these amounts must be paid up upon

subscription for that share. However, it may be stipulated that part of the nominal value of

a preferred share, not exceeding three quarters thereof, need not be paid up until the

Company has called for payment. The Company shall observe a reasonable notice period of

at least one month with respect to any such call for payment.

8.2 Shares must be paid up in cash, except to the extent that payment by means of a contribution

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in another form has been agreed.

8.3 Payment in a currency other than the euro can only be made with the Company's consent.

Where such a payment is made, the payment obligation is satisfied for the amount in euro

for which the paid amount can be freely exchanged. Without prejudice to the last sentence

of Section 2:80a(3) DCC, the date of the payment determines the exchange rate.

SHARES - FINANCIAL ASSISTANCE

Article 9

9.1 The Company may not provide security, give a price guarantee, warrant performance in any

other way or commit itself jointly and severally or otherwise with or for others with a view

to the subscription for or acquisition of shares or depository receipts for shares in its capital

by others. This prohibition applies equally to Subsidiaries of the Company.

9.2 The Company and its Subsidiaries may not provide loans with a view to the subscription

for or acquisition of shares or depository receipts for shares in the Company's capital by

others, unless the Management Board resolves to do so and Section 2:98c DCC is observed.

9.3 The preceding provisions of this Article 9 do not apply if shares or depository receipts for

shares are subscribed for or acquired by or for employees of the Company or of a Group

Company.

SHARES - ACQUISITION OF OWN SHARES

Article 10

10.1 The acquisition by the Company of shares in its own capital which have not been fully paid

up shall be null and void.

10.2 The Company may only acquire fully paid up shares in its own capital for no consideration

or if and to the extent that the General Meeting has authorised the Management Board for

this purpose and all other relevant statutory requirements of Section 2:98 DCC are observed.

10.3 An authorisation as referred to in Article 10.2 remains valid for no longer than eighteen

months. When granting such authorisation, the General Meeting shall determine the number

of shares that may be acquired, how they may be acquired and within which range the

acquisition price must be. An authorisation shall not be required for the Company to acquire

ordinary shares in its own capital in order to transfer them to employees of the Company or

of a Group Company pursuant to an arrangement applicable to them, provided that these

ordinary shares are included on the price list of a stock exchange.

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10.4 Without prejudice to Articles 10.1 through 10.3, the Company may acquire shares in its own

capital for cash consideration or for consideration satisfied in the form of assets. In the case

of a consideration being satisfied in the form of assets, the value thereof, as determined by

the Management Board, must be within the range stipulated by the General Meeting as

referred to in Article 10.3.

10.5 The previous provisions of this Article 10 do not apply to shares acquired by the Company

under universal title of succession.

10.6 In this Article 10, references to shares include depository receipts for shares.

SHARES - REDUCTION OF ISSUED SHARE CAPITAL

Article 11

11.1 The General Meeting can resolve to reduce the Company's issued share capital by cancelling

shares or by reducing the nominal value of shares by virtue of an amendment to these articles

of association. The resolution must designate the shares to which the resolution relates and

it must provide for the implementation of the resolution.

11.2 A resolution to cancel shares can only relate to:

a. shares held by the Company itself or in respect of which the Company holds the

depository receipts; and

b. all preferred shares, with repayment of the amounts paid up in respect thereof and

provided that, to the extent allowed under Articles 35.1 and 35.2, a distribution is

made on those preferred shares, in proportion to the amounts paid up on those

preferred shares, immediately prior to such cancellation becoming effective, for an

aggregate amount of:

i. the total of all Preferred Distributions (or parts thereof) in relation to

financial years prior to the financial year in which the cancellation occurs,

to the extent that these should have been distributed but have not yet been

distributed as described in Article 37.1; and

ii. the Preferred Distribution calculated in respect of the part of the financial

year in which the cancellation occurs, for the number of days that have

elapsed during such part of the financial year.

11.3 A resolution to reduce the Company's issued share capital, shall require a prior or

simultaneous approval from each Class Meeting of shares whose rights are prejudiced.

However, if such a resolution relates to preferred shares, such resolution shall always

require the prior or simultaneous approval of the Class Meeting concerned.

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11.4 A resolution of the General Meeting to reduce the Company's issued share capital shall

require a majority of at least two thirds of the votes cast if less than half of the issued share

capital is represented at the General Meeting. The previous sentence applies mutatis

mutandis to a resolution as referred to in Article 11.3.

SHARES - ISSUE AND TRANSFER REQUIREMENTS

Article 12

12.1 Except as otherwise provided or allowed by applicable law, the issue or transfer of a share

shall require a deed to that effect and, in the case of a transfer and unless the Company itself

is a party to the transaction, acknowledgement of the transfer by the Company.

12.2 The acknowledgement shall be set out in the deed or shall be made in such other manner as

prescribed by law.

12.3 For as long as any ordinary shares are admitted to trading on the New York Stock Exchange,

the NASDAQ Stock Market or on any other regulated stock exchange operating in the

United States of America, the laws of the State of New York shall apply to the property law

aspects of the ordinary shares reflected in the register administered by the relevant transfer

agent, without prejudice to the applicable provisions of Chapters 4 and 5 of Title 10 of Book

10 DCC.

SHARES - USUFRUCT AND PLEDGE

Article 13

13.1 Shares can be encumbered with a usufruct or pledge. The creation of a pledge on preferred

shares shall require the prior approval of the Management Board.

13.2 The voting rights attached to a share which is subject to a usufruct or pledge vest in the

shareholder concerned.

13.3 In deviation of Article 13.2:

a. the holder of a usufruct or pledge on ordinary shares shall have the voting rights

attached thereto if this was provided when the usufruct or pledge was created; and

b. the holder of a usufruct or pledge on preferred shares shall have the voting rights

attached thereto if this was provided when the usufruct or pledge was created and

this was approved by the Management Board.

13.4 Usufructuaries and pledgees without voting rights shall not have Meeting Rights.

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Shareholders without voting rights as a result of a usufruct or pledge shall have Meeting

Rights.

SHARES - TRANSFER RESTRICTIONS

Article 14

14.1 A transfer of preferred shares shall require the prior approval of the Management Board. A

shareholder wishing to transfer preferred shares must first request the Management Board

to grant such approval. A transfer of ordinary shares is not subject to transfer restrictions

under these articles of association.

14.2 A transfer of the preferred shares to which the request for approval relates must take place

within three months after the approval of the Management Board has been granted or is

deemed to have been granted pursuant to Article 14.3.

14.3 The approval of the Management Board shall be deemed to have been granted:

a. if no resolution granting or denying the approval has been passed by the

Management Board within three months after the Company has received the request

for approval; or

b. if the Management Board, when denying the approval, does not notify the

requesting shareholder of the identity of one or more interested parties willing to

purchase the relevant preferred shares.

14.4 If the Management Board denies the approval and notifies the requesting shareholder of the

identity of one or more interested parties, the requesting shareholder shall notify the

Management Board within two weeks after having received such notice whether:

a. he withdraws his request for approval, in which case the requesting shareholder

cannot transfer the relevant preferred shares; or

b. he accepts the interested party(ies), in which case the requesting shareholder shall

promptly enter into negotiations with the interested party(ies) regarding the price to

be paid for the relevant preferred shares.

If the requesting shareholder does not notify the Management Board of his choice in a timely

fashion, he shall be deemed to have withdrawn his request for approval, in which case he

cannot transfer the relevant preferred shares.

14.5 If an agreement is reached in the negotiations referred to in Article 14.4 paragraph b. within

two weeks after the end of the period referred to in Article 14.4, the relevant preferred shares

shall be transferred for the agreed price within three months after such agreement having

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been reached. If no agreement is reached in these negotiations in a timely fashion:

a. the requesting shareholder shall promptly notify the Management Board thereof;

and

b. the price to be paid for the relevant preferred shares shall be equal to the value

thereof, as determined by one or more independent experts to be appointed by the

requesting shareholder and the interested party(ies) by mutual agreement.

14.6 If no agreement is reached on the appointment of the independent expert(s) as referred to in

Article 14.5 paragraph b. within two weeks after the end of the period referred to in Article

14.5:

a. the requesting shareholder shall promptly notify the Management Board thereof;

and

b. the requesting shareholder shall promptly request the president of the district court

in whose district the Company has its corporate seat to appoint three independent

experts to determine the value of the relevant preferred shares.

14.7 If and when the value of the relevant preferred shares has been determined by the

independent expert(s), irrespective of whether he/they was/were appointed by mutual

agreement or by the president of the relevant district court, the requesting shareholder shall

promptly notify the Management Board of the value so determined. The Management Board

shall then promptly inform the interested party(ies) of such value, following which the/each

interested party may withdraw from the sale procedure by giving notice thereof to the

Management Board within two weeks.

14.8 If any interested party withdraws from the sale procedure in accordance with Article 14.7,

the Management Board:

a. shall promptly inform the requesting shareholder and the other interested party(ies),

if any, thereof; and

b. shall give the opportunity to the/each other interested party, if any, to declare to the

Management Board and the requesting shareholder, within two weeks, his

willingness to acquire the preferred shares having become available as a result of

the withdrawal, for the price determined by the independent expert(s) (with the

Management Board being entitled to determine the allocation of such preferred

shares among any such willing interested party(ies) at its absolute discretion).

14.9 If it becomes apparent to the Management Board that all relevant preferred shares can be

transferred to one or more interested parties for the price determined by the independent

expert(s), the Management Board shall promptly notify the requesting shareholder and such

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interested party(ies) thereof. Within three months after sending such notice the relevant

preferred shares shall be transferred.

14.10 If it becomes apparent to the Management Board that not all relevant preferred shares can

be transferred to one or more interested parties for the price determined by the independent

expert(s):

a. the Management Board shall promptly notify the requesting shareholder thereof;

and

b. the requesting shareholder shall be free to transfer all relevant preferred shares,

provided that the transfer takes place within three months after having received the

notice referred to in paragraph a.

14.11 The Company may only be an interested party under this Article 14 with the consent of the

requesting shareholder.

14.12 All notices given pursuant to this Article 14 shall be provided in writing.

14.13 The preceding provisions of this Article 14 do not apply:

a. to the extent that a shareholder is under a statutory obligation to transfer preferred

shares to a previous holder thereof;

b. if it concerns a transfer in connection with an enforcement of a pledge pursuant to

Section 3:248 DCC in conjunction with Section 3:250 or 3:251 DCC; or

c. if it concerns a transfer to the Company, except in the case that the Company acts

as an interested party pursuant to Article 14.11.

14.14 This Article 14 applies mutatis mutandis in case of a transfer of rights to subscribe for

preferred shares.

MANAGEMENT BOARD - COMPOSITION

Article 15

15.1 The Company has a Management Board consisting of one or more Managing Directors,

provided that, during the Initial Period, the Management Board shall consist of up to seven

(7) Managing Directors. The Management Board shall be composed of individuals.

15.2 The Supervisory Board shall determine the number of Managing Directors.

15.3 The Supervisory Board shall elect a Managing Director to be the CEO. The Supervisory

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Board may dismiss the CEO, provided that the Managing Director so dismissed shall

subsequently continue his term of office as a Managing Director without having the title of

CEO.

15.4 If a Managing Director is absent or incapacitated, he may be replaced temporarily by a

person whom the Management Board has designated for that purpose and, until then, the

other Managing Director(s) shall be charged with the management of the Company. If all

Managing Directors are absent or incapacitated, the management of the Company shall be

attributed to the Supervisory Board. The person(s) charged with the management of the

Company in this manner, may designate one or more persons to be charged with the

management of the Company instead of, or together with, such person(s).

15.5 A Managing Director shall be considered to be unable to act within the meaning of Article

15.4:

a. during the existence of a vacancy on the Management Board, including as a result

of:

i. his death;

ii. his dismissal by the General Meeting, other than at the proposal of the

Supervisory Board; or

iii. his voluntary resignation before his term of office has expired;

iv. not being reappointed by the General Meeting, notwithstanding a (binding)

nomination to that effect by the Supervisory Board,

provided that the Supervisory Board may always decide to decrease the number of

Managing Directors such that a vacancy no longer exists; or

b. during his suspension;

c. in a period during which the Company has not been able to contact him (including

as a result of illness), provided that such period lasted longer than five consecutive

days (or such other period as determined by the Supervisory Board on the basis of

the facts and circumstances at hand); or

d. in connection with and during the deliberations and decision-making of the

Management Board on matters in relation to which he has declared to have, or in

relation to which the Supervisory Board has established that he has, a conflict of

interests as described in Article 18.6.

MANAGEMENT BOARD - APPOINTMENT, SUSPENSION AND DISMISSAL

Article 16

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16.1 The General Meeting shall appoint the Managing Directors and may at any time suspend or

dismiss any Managing Director. In addition, the Supervisory Board may at any time suspend

a Managing Director. A suspension by the Supervisory Board can at any time be lifted by

the General Meeting.

16.2 The General Meeting can only appoint Managing Directors upon a nomination by the

Supervisory Board. The General Meeting may at any time resolve to render such nomination

to be non-binding by a Simple Majority representing at least one third of the issued share

capital. If a nomination is rendered non-binding, a new nomination shall be made by the

Supervisory Board. If the nomination comprises one candidate for a vacancy, a resolution

concerning the nomination shall result in the appointment of the candidate, unless the

nomination is rendered non-binding. A second meeting as referred to in Section 2:120(3)

DCC cannot be convened.

16.3 At a General Meeting, a resolution to appoint a Managing Director can only be passed in

respect of candidates whose names are stated for that purpose in the agenda of that General

Meeting or the explanatory notes thereto.

16.4 A resolution of the General Meeting to suspend or dismiss a Managing Director shall require

a majority of at least two thirds of the votes cast representing more than half of the issued

share capital, unless the resolution is passed at the proposal of the Supervisory Board. A

second meeting as referred to in Section 2:120(3) DCC cannot be convened.

16.5 If a Managing Director is suspended and the General Meeting does not resolve to dismiss

him within three months from the date of such suspension, the suspension shall lapse.

MANAGEMENT BOARD - DUTIES AND ORGANISATION

Article 17

17.1 The Management Board is charged with the management of the Company, subject to the

restrictions contained in these articles of association. In performing their duties, Managing

Directors shall be guided by the interests of the Company and of the business connected

with it.

17.2 The Management Board shall draw up Management Board Rules concerning its

organisation, decision-making and other internal matters, with due observance of these

articles of association. In performing their duties, the Managing Directors shall act in

compliance with the Management Board Rules.

17.3 The Management Board may perform the legal acts referred to in Section 2:94(1) DCC

without the prior approval of the General Meeting.

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MANAGEMENT BOARD - DECISION-MAKING

Article 18

18.1 Without prejudice to Article 18.5, each Managing Director may cast one vote in the

decision-making of the Management Board.

18.2 A Managing Director can be represented by another Managing Director holding a written

proxy for the purpose of the deliberations and the decision-making of the Management

Board.

18.3 Resolutions of the Management Board shall be passed, irrespective of whether this occurs

at a meeting or otherwise, by Simple Majority unless the Management Board Rules provide

differently.

18.4 Invalid votes, blank votes and abstentions shall not be counted as votes cast. Managing

Directors who casted an invalid or blank vote or who abstained from voting shall be taken

into account when determining the number of Managing Directors who are present or

represented at a meeting of the Management Board.

18.5 Where there is a tie in any vote of the Management Board, the CEO shall have a casting

vote, provided that there are at least three Managing Directors in office. Otherwise, the

relevant resolution shall not have been passed.

18.6 A Managing Director shall not participate in the deliberations and decision-making of the

Management Board on a matter in relation to which he has a direct or indirect personal

interest which conflicts with the interests of the Company and of the business connected

with it. If, as a result thereof, no resolution can be passed by the Management Board, the

resolution shall be passed by the Supervisory Board.

18.7 Meetings of the Management Board can be held through audio-communication facilities,

unless a Managing Director objects thereto.

18.8 Resolutions of the Management Board may, instead of at a meeting, be passed in writing,

provided that all Managing Directors are familiar with the resolution to be passed and none

of them objects to this decision-making process. Articles 18.1 through 18.6 apply mutatis

mutandis.

18.9 The approval of the Supervisory Board is required for resolutions of the Management Board

concerning the following matters:

a. the making of a proposal to the General Meeting concerning:

i. the issue of shares or the granting of rights to subscribe for shares;

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ii. the limitation or exclusion of pre-emption rights;

iii. the designation or granting of an authorisation as referred to in Articles 6.1,

7.5 and 10.2, respectively;

iv. the reduction of the Company's issued share capital;

v. the making of a distribution from the Company's profits or reserves;

vi. the determination that all or part of a distribution, instead of being made in

cash, shall be made in the form of shares in the Company's capital or in the

form of assets;

vii. the amendment of these articles of association;

viii. the entering into of a merger or demerger;

ix. the instruction of the Management Board to apply for the Company's

bankruptcy; and

x. the Company's dissolution;

b. the issue of shares or the granting of rights to subscribe for shares (except in

connection with the ordinary operation of the Company's equity incentive plans);

c. the limitation or exclusion of pre-emption rights (except in connection with the

ordinary operation of the Company's equity incentive plans);

d. calling for a payment as referred to in Article 8.1;

e. the establishment of new activities of the Company or its direct or indirect

Subsidiaries in the areas of research, development, production and administration

and/or the approval to establish activities of CureVac AG or its Subsidiaries in these

areas, in each case in a state outside the European Union;

f. the acquisition of shares by the Company in its own capital (except in connection

with the ordinary operation of the Company's equity incentive plans), including the

determination of the value of a non-cash consideration for such an acquisition as

referred to in Article 10.4;

g. the granting of an approval for the creation of a pledge as referred to in Article 13.1;

h. the granting of an approval for a transfer as referred to in Article 14.1;

i. the temporary replacement of a Managing Director who is absent or incapacitated

as referred to in Article 15.4;

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j. the drawing up or amendment of the Management Board Rules;

k. the performance of the legal acts described in Article 17.3 and 18.10;

l. the charging of amounts to be paid up on shares against the Company's reserves as

described in Article 36.4;

m. the making of an interim distribution;

n. designating a current or former officer or employee of the Company or its Group

Companies, who is not a current or former Managing Director or Supervisory

Director, as an Indemnified Officer;

o. the stipulation of additional terms, conditions and restrictions in relation to the

indemnification referred to in Article 26.1; and

p. such other resolutions of the Management Board as the Supervisory Board shall

have specified in a resolution to that effect and notified to the Management Board.

18.10 The approval of the General Meeting is required for resolutions of the Management Board

concerning a material change to the identity or the character of the Company or the business,

including in any event:

a. transferring the business or materially all of the business to a third party;

b. entering into or terminating a long-lasting alliance of the Company or of a

Subsidiary of the Company either with another entity or company, or as a fully

liable partner of a limited partnership or general partnership, if this alliance or

termination is of significant importance for the Company; and

c. acquiring or disposing of an interest in the capital of a company by the Company or

by a Subsidiary of the Company with a value of at least one third of the value of the

assets, according to the balance sheet with explanatory notes or, if the Company

prepares a consolidated balance sheet, according to the consolidated balance sheet

with explanatory notes in the Company's most recently adopted annual accounts.

18.11 In addition, during the Initial Approval Period, the approval of the General Meeting and the

Supervisory Board is required for resolutions of the Management Board concerning:

a. the transfer of the tax domicile of the Company and/or the approval of the transfer

of the corporate or administrative seat of CureVac AG;

b. the relocation of activities of the Company or its direct or indirect Subsidiaries in

the areas of research, development, production and administration and/or the

approval to relocate activities of CureVac AG or its Subsidiaries in these areas,

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including the relocation of such activities to Subsidiaries of the Company and

CureVac AG, in each case in or to a state outside the European Union and in each

case except to the extent that the Supervisory Board considers such activities – in

particular in the area of the development of vaccines – not to be material for the

protection of the health of the population of the European Union;

c. the cessation of activities (including by way of disposal, demerger or similar

transactions) of the Company, CureVac AG and/or their respective Subsidiaries in

the areas of research, development, production and administration, in each case

except to the extent that the Supervisory Board considers such activities – in

particular in the area of the development of vaccines – not to be material for the

protection of the health of the population of the European Union;

d. the entering into by the Company or any of its Subsidiaries of mergers, demergers

and similar reorganisations and the entering into by the Company or any of its

Subsidiaries of acquisitions of businesses or participations, in each case except to

the extent that the Supervisory Board considers such transactions not to be material;

e. any amendment to the articles of association of CureVac AG which would result in

one or more of the matters listed in this Article 18.11 no longer requiring a

resolution of the Management Board subject to the approval of the General Meeting

and the Supervisory Board; and

f. the exercise of voting rights on shares or other voting interests held by the

Company, directly or indirectly, in CureVac AG approving, directing or causing

any one or more of the matters listed in this Article 18.11.

18.12 The absence of the approval of the Supervisory Board or the General Meeting of a resolution

as referred to in Articles 18.9 through 18.11, respectively, shall result in the relevant

resolution being null and void pursuant to Section 2:14(1) DCC but shall not affect the

powers of representation of the Management Board or of the Managing Directors.

MANAGEMENT BOARD - COMPENSATION

Article 19

19.1 The General Meeting shall determine the Company's policy concerning the compensation

of the Management Board with due observance of the relevant statutory requirements.

19.2 The compensation of Managing Directors shall be determined by the Supervisory Board

with due observance of the policy referred to in Article 19.1.

19.3 The Supervisory Board shall submit proposals concerning compensation arrangements for

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the Management Board in the form of shares or rights to subscribe for shares to the General

Meeting for approval. This proposal must at least include the number of shares or rights to

subscribe for shares that may be awarded to the Management Board and which criteria apply

for such awards or changes thereto. The absence of the approval of the General Meeting

shall not affect the powers of representation of the Management Board or of the Managing

Directors.

MANAGEMENT BOARD - REPRESENTATION

Article 20

20.1 The Management Board is entitled to represent the Company.

20.2 The power to represent the Company also vests in the CEO individually, as well as in any

other two Managing Directors acting jointly.

20.3 The Company may also be represented by the holder of a power of attorney to that effect.

If the Company grants a power of attorney to an individual, the Management Board may

grant an appropriate title to such person.

SUPERVISORY BOARD - COMPOSITION

Article 21

21.1 The Company has a Supervisory Board consisting of three or more Supervisory Directors

provided that, during either Initial Nomination Period, the Supervisory Board shall consist

of up to eight (8) Supervisory Directors. The Supervisory Board shall be composed of

individuals.

21.2 Subject to the first sentence of Article 21.1, the Supervisory Board shall determine the

number of Supervisory Directors, which shall be no less than the number of Supervisory

Directors as are necessary in order to allow dievini and KfW to exercise their respective

nomination rights under Articles 22.2 and 22.3 during their respective Initial Nomination

Period.

21.3 The Supervisory Board shall elect a Supervisory Director to be the Chairman and another

Supervisory Director to be the Vice-Chairman. The Supervisory Board may dismiss the

Chairman and/or the Vice-Chairman, provided that the Supervisory Director so dismissed

shall subsequently continue his term of office as a Supervisory Director without having the

title of Chairman or Vice-Chairman, as applicable.

21.4 Where a Supervisory Director is no longer in office or is unable to act, he may be replaced

temporarily by a person whom the Supervisory Board has designated for that purpose and,

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until then, the other Supervisory Director(s) shall be charged with the supervision of the

Company. Where a Supervisory Director who has been appointed upon a nomination by

dievini or KfW pursuant to Articles 22.2 and 22.3 is no longer in office or is unable to act,

he may only be temporarily replaced by a person designated for such purposes by dievini

or KfW, as applicable. The replacement becomes effective and the Supervisory Director so

designated shall immediately have all rights, responsibilities, tasks and duties of a

Supervisory Director (including any voting rights and specific rights awarded to the

Supervisory Director he is replacing at the Supervisory Board) and (in relation to dievini to

the fullest extent permitted by applicable law and at all times subject to KfW’s right to

designate a Supervisory Director in accordance with this Article 21.4) shall become a full

member of the Supervisory Board with the rights of a KfW Nominee or dievini Nominee ,

as the case may be, as soon as a written designation to that effect has been received by the

Chairman or the Vice-Chairman. Article 22.10 shall apply. Where all Supervisory Directors

are no longer in office or are unable to act, the supervision of the Company shall be

attributed to:

a. the former Supervisory Director who most recently ceased to hold office as the

Chairman, provided that he is willing and able to accept that position;

b. during the Initial Nomination Period for dievini, a person designated for such

purpose by dievini, unless the former Supervisory Director referred to in this Article

21.4 under a. above was appointed upon a nomination by dievini pursuant to

Articles 22.2 and 22.3 and he is willing and able to accept the position; and

c. during the Initial Nomination Period for KfW, a person designated for such purpose

by KfW, unless the former Supervisory Director referred to in this Article 21.4

under a. above was appointed upon a nomination by KfW pursuant to Articles 22.2

and 22.3 and he is willing and able to accept the position,

which persons jointly may designate one or more other persons to be charged with the

supervision of the Company (instead of, or together with, the former Supervisory Director

and/or persons designated by dievini and KfW in accordance with this full sentence). The

persons charged with the supervision of the Company pursuant to the previous sentence

shall cease to hold that position when the General Meeting has appointed one or more

persons as Supervisory Director(s) with due observance of Articles 22.2 and 22.3. Article

15.5 applies mutatis mutandis.

SUPERVISORY BOARD - APPOINTMENT, SUSPENSION AND DISMISSAL

Article 22

22.1 The General Meeting shall appoint the Supervisory Directors and may at any time suspend

or dismiss any Supervisory Director in accordance with this Article 22.

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22.2 The General Meeting can only appoint a Supervisory Director upon a nomination by:

a. the Supervisory Board;

b. dievini in accordance with Article 22.3 paragraph a., during the Initial Nomination

Period for dievini;

c. KfW in accordance with Article 22.3 paragraph b. during the Initial Nomination

Period for KfW; or

d. any Nomination Concert in accordance with Article 22.4.

As soon as reasonably practicable upon such nomination being made, the Supervisory Board

shall convene a General Meeting for purposes of appointing such nominee to the

Supervisory Board. The General Meeting may at any time resolve to render such nomination

to be non-binding by a Simple Majority representing at least one third of the issued share

capital. If a nomination is rendered non-binding, a new nomination shall be made by the

Supervisory Board, the relevant Nomination Concert or, during the respective Initial

Nomination Periods, dievini or KfW, as applicable. A second meeting as referred to in

Section 2:120(3) DCC cannot be convened.

22.3 During the respective Initial Nomination Periods for dievini (as regards paragraph a. below)

or KfW (as regards paragraph b. below):

a. dievini may nominate the following number of Supervisory Directors pursuant to

Article 22.2:

i. if dievini and its Affiliates and Ultimate Beneficiaries (individually or

collectively) hold shares representing at least seventy percent (70%) of the

Company's issued share capital: four (4) Supervisory Directors;

ii. if dievini and its Affiliates and Ultimate Beneficiaries (individually or

collectively) hold shares representing at least fifty percent (50%), but less

than seventy percent (70%), of the Company's issued share capital: three

(3) Supervisory Directors;

iii. if dievini and its Affiliates and Ultimate Beneficiaries (individually or

collectively) hold shares representing at least thirty percent (30%), but less

than fifty percent (50%), of the Company's issued share capital: two (2)

Supervisory Directors;

iv. if dievini and its Affiliates and Ultimate Beneficiaries (individually or

collectively) hold shares representing at least ten percent (10%), but less

than thirty percent (30%), of the Company's issued share capital: one (1)

Supervisory Director; and

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b. KfW may nominate one (1) Supervisory Director pursuant to Article 22.2.

In the event where a Supervisory Director has been designated by dievini as temporary

replacement in accordance with Article 21.4, such Supervisory Director shall be

automatically dismissed from the moment where a dievini Nominee is appointed pursuant

to Articles 22.2 and 22.3. The previous sentence applies mutatis mutandis with respect to

KfW.

22.4 Any Nomination Concert may nominate one (1) Supervisory Director for each twenty

percent (20%) of the issued share capital represented by that Nomination Concert pursuant

to Article 22.2. Such nominee must be independent from the Nomination Concert and the

Company under the standards applicable to the Company under the Dutch Corporate

Governance Code and United States securities laws and stock exchange rules.

22.5 The Company may from time to time request supporting information and/or documents

demonstrating the shareholding of dievini, together with its Affiliates and Ultimate

Beneficiaries, KfW and any Nomination Concert for purposes of determining to which

extent they have nomination rights pursuant to Articles 22.2 through 22.4. Upon the

Company having made such a request, dievini, KfW or the relevant Nomination Concert,

as applicable, shall promptly comply with such request to the extent permitted by applicable

law.

22.6 If a Supervisory Director who was nominated by dievini, KfW or a Nomination Concert

pursuant to Articles 22.2 through 22.4, as applicable, ceases to be a Supervisory Director

before the expiry of his or her term of appointment, dievini, KfW or the relevant Nomination

Concert, as applicable, shall as soon as reasonable possible nominate a successor (if, at that

time, dievini, KfW or the Nomination Concert, as applicable, still has nomination rights

under Articles 22.2 through 22.4, as applicable, at that time) and the Supervisory Board

shall subsequently and promptly convene a General Meeting for purposes of appointing

such nominee to the Supervisory Board.

22.7 Upon the making of a nomination for the appointment of a Supervisory Director, the

following information shall be provided with respect to the candidate:

a. his age and profession;

b. the aggregate nominal value of the shares held by him in the Company's capital;

c. his present and past positions, to the extent that these are relevant for the

performance of the tasks of a Supervisory Director;

d. the names of any entities of which he is already a supervisory director or a non-

executive director; if these include entities that form part of the same group, a

specification of the group's name shall suffice; and

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e. if it concerns the nomination of a Supervisory Director pursuant to Article 22.4, all

relevant information to establish that such nominee is independent as described in

Article 22.4.

The nomination must be supported by reasons. In the case of a reappointment, the manner

in which the candidate has fulfilled his duties as a Supervisory Director shall be taken into

account.

22.8 At a General Meeting, a resolution to appoint a Supervisory Director can only be passed in

respect of candidates whose names are stated for that purpose in the agenda of that General

Meeting or the explanatory notes thereto.

22.9 If and when dievini, KfW or a Nomination Concert nominates an individual in accordance

with Article 22.3 or Article 22.4, the Company and/or the Supervisory Board shall, upon

request of the relevant nominator, procure that the Supervisory Board invites such nominee

for its meetings and any of its committee meetings, where applicable, as an observer without

voting rights until such individual has been appointed as member of the Supervisory Board,

provided that such individual agrees with the Company to be bound by customary

confidentiality with respect to any information received by that individual as an observer.

22.10 If, for whatever reason, there is no dievini Nominee or no KfW Nominee in office during

the Initial Nomination Period for dievini or KfW, as relevant, and a decision needs to be

taken with respect to any matter referred to in Articles 6.12 and 6.13 of the Supervisory

Board Rules, then the Supervisory Board shall not take any such decision until the

replacement Supervisory Director of dievini or KfW, respectively, has validly become a full

member of the Supervisory Board following his designation, unless dievini or KfW, as the

case may be, has failed to notify the designation to the Chairman within four weeks after

Chairman has notified dievini or KfW, as the case may be, in writing of the absence of the

nominee. dievini or KfW, as the case may, shall notify the designation of the replacement

Supervisory Director of dievini or KfW, respectively, to the Chairman as soon as reasonably

and practicably possible but in any event within the four-week period as referred to in the

previous sentence.

This Article 22.10 can only be amended by the General Meeting with the affirmative vote

of (i) during the Initial Nomination Period for dievini, dievini and (ii) during the Initial

Nomination Period for KfW, KfW, and Articles 6.12, 6.13 and 6.19 of the Supervisory

Board Rules can only be amended by the Supervisory Board with the affirmative vote of (i)

during the Initial Nomination Period for dievini, at least one dievini Nominee and (ii) during

the Initial Nomination Period for KfW, the KfW Nominee.

22.11 A resolution of the General Meeting to suspend or dismiss a Supervisory Director shall

require a majority of at least two thirds of the votes cast representing more than half of the

issued share capital, unless the resolution is passed (i) at the proposal of the Supervisory

Board, (ii) during the Initial Nomination Period for dievini, at the proposal of dievini (in

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respect of a dievini Nominee) or (iii) during the Initial Nomination Period for KfW, at the

proposal of KfW (in respect of the KfW Nominee). A second meeting as referred to in

Section 2:120(3) DCC cannot be convened.

22.12 If a Supervisory Director is suspended and the General Meeting does not resolve to dismiss

him within three months from the date of such suspension, the suspension shall lapse.

SUPERVISORY BOARD - DUTIES AND ORGANISATION

Article 23

23.1 The Supervisory Board is charged with the supervision of the policy of the Management

Board and the general course of affairs of the Company and of the business connected with

it. The Supervisory Board shall provide the Management Board with advice. In performing

their duties, Supervisory Directors shall be guided by the interests of the Company and of

the business connected with it.

23.2 The Management Board shall provide the Supervisory Board with the information necessary

for the performance of its tasks in a timely fashion. At least once a year, the Management

Board shall inform the Supervisory Board in writing of the main features of the strategic

policy, the general and financial risks and the administration and control system of the

Company.

23.3 The Supervisory Board shall draw up Supervisory Board Rules concerning its organisation,

decision-making and other internal matters, with due observance of these articles of

association. In performing their duties, the Supervisory Directors shall act in compliance

with the Supervisory Board Rules.

23.4 The Supervisory Board shall establish the committees which the Company is required to

have and otherwise such committees as are deemed to be appropriate by the Supervisory

Board. The Supervisory Board shall draw up (and/or include in the Supervisory Board

Rules) rules concerning the organisation, decision-making and other internal matters of its

committees.

SUPERVISORY BOARD - DECISION-MAKING

Article 24

24.1 Without prejudice to Article 24.5, each Supervisory Director may cast one vote in the

decision-making of the Supervisory Board.

24.2 A Supervisory Director can be represented by another Supervisory Director holding a

written proxy for the purpose of the deliberations and the decision-making of the

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Supervisory Board.

24.3 Resolutions of the Supervisory Board shall be passed, irrespective of whether this occurs at

a meeting or otherwise, by Simple Majority unless the Supervisory Board Rules provide

differently.

24.4 Invalid votes, blank votes and abstentions shall not be counted as votes cast. Supervisory

Directors who casted an invalid or blank vote or who abstained from voting shall be taken

into account when determining the number of Supervisory Directors who are present or

represented at a meeting of the Supervisory Board.

24.5 Where there is a tie in any vote of the Supervisory Board, the Chairman shall have a casting

vote, provided that there are at least three Supervisory Directors in office. Otherwise, the

relevant resolution shall not have been passed.

24.6 A Supervisory Director shall not participate in the deliberations and decision-making of the

Supervisory Board on a matter in relation to which he has a direct or indirect personal

interest which conflicts with the interests of the Company and of the business connected

with it. If, as a result thereof, no resolution can be passed by the Supervisory Board, the

resolution may nevertheless be passed by the Supervisory Board as if none of the

Supervisory Directors has a conflict of interests as described in the previous sentence.

24.7 Meetings of the Supervisory Board can be held through audio-communication facilities,

unless a Supervisory Director objects thereto.

24.8 Resolutions of the Supervisory Board may, instead of at a meeting, be passed in writing,

provided that all Supervisory Directors are familiar with the resolution to be passed and

none of them objects to this decision-making process. Articles 24.1 through 24.6 apply

mutatis mutandis.

SUPERVISORY BOARD - COMPENSATION

Article 25

The General Meeting may grant a compensation to the Supervisory Directors.

INDEMNITY

Article 26

26.1 The Company shall indemnify and hold harmless each of its Indemnified Officers against:

a. any financial losses or damages incurred by such Indemnified Officer; and

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b. any expense reasonably paid or incurred by such Indemnified Officer in connection

with any threatened, pending or completed suit, claim, action or legal proceedings

of a civil, criminal, administrative or other nature, formal or informal, in which he

becomes involved,

to the extent this relates to his current or former position with the Company and/or a Group

Company and in each case to the extent permitted by applicable law.

26.2 No indemnification shall be given to an Indemnified Officer:

a. if a competent court or arbitral tribunal has established, without having (or no longer

having) the possibility for appeal, that the acts or omissions of such Indemnified

Officer that led to the financial losses, damages, expenses, suit, claim, action or

legal proceedings as described in Article 26.1 are of an unlawful nature (including

acts or omissions which are considered to constitute malice, gross negligence,

intentional recklessness and/or serious culpability attributable to such Indemnified

Officer);

b. to the extent that his financial losses, damages and expenses are covered under

insurance and the relevant insurer has settled, or has provided reimbursement for,

these financial losses, damages and expenses (or has irrevocably undertaken to do

so);

c. in relation to proceedings brought by such Indemnified Officer against the

Company, except for proceedings brought to enforce indemnification to which he

is entitled pursuant to these articles of association, pursuant to an agreement

between such Indemnified Officer and the Company which has been approved by

the Management Board or pursuant to insurance taken out by the Company for the

benefit of such Indemnified Officer; or

d. for any financial losses, damages or expenses incurred in connection with a

settlement of any proceedings effected without the Company's prior consent.

26.3 The Management Board may stipulate additional terms, conditions and restrictions in

relation to the indemnification referred to in Article 26.1.

GENERAL MEETING - CONVENING AND HOLDING MEETINGS

Article 27

27.1 Annually, at least one General Meeting shall be held. This annual General Meeting shall be

held within six months after the end of the Company's financial year.

27.2 A General Meeting shall also be held:

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a. within three months after the Management Board has considered it to be likely that

the Company's equity has decreased to an amount equal to or lower than half of its

paid up and called up capital, in order to discuss the measures to be taken if so

required; and

b. whenever the Management Board or the Supervisory Board so decides.

27.3 General Meetings must be held in the place where the Company has its corporate seat or in

Arnhem, Assen, The Hague, Haarlem, 's-Hertogenbosch, Groningen, Leeuwarden,

Lelystad, Maastricht, Middelburg, Rotterdam, Schiphol (Haarlemmermeer), Utrecht or

Zwolle.

27.4 If the Management Board and the Supervisory Board have failed to ensure that a General

Meeting as referred to in Articles 27.1 or 27.2 paragraph a. is held, each Person with

Meeting Rights may be authorised by the court in preliminary relief proceedings to do so.

27.5 One or more Persons with Meeting Rights who collectively represent at least the part of the

Company's issued share capital prescribed by law for this purpose may request the

Management Board and the Supervisory Board in writing to convene a General Meeting,

setting out in detail the matters to be discussed. If neither the Management Board nor the

Supervisory Board (each in that case being equally authorised for this purpose) has taken

the steps necessary to ensure that the General Meeting could be held within the relevant

statutory period after the request, the requesting Person(s) with Meeting Rights may be

authorised, at his/their request, by the court in preliminary relief proceedings to convene a

General Meeting.

27.6 Any matter of which the discussion has been requested in writing by one or more Persons

with Meeting Rights who, individually or collectively, represent at least the part of the

Company's issued share capital prescribed by law for this purpose shall be included in the

convening notice or announced in the same manner, if the Company has received the

substantiated request or a proposal for a resolution no later than on the sixtieth day prior to

that of the General Meeting.

27.7 Persons with Meeting Rights who wish to exercise their rights as described in Articles 27.5

and 27.6 must first consult the Management Board. If the intended exercise of such rights

might result in a change to the Company's strategy, including by dismissing one or more

Managing Directors or Supervisory Directors, the Management Board must be given the

opportunity to invoke a reasonable period to respond to such intention with due observance

of the applicable provisions of Dutch law and the Dutch Corporate Governance Code. The

Person(s) with Meeting Rights concerned must respect any such response period stipulated

by the Management Board. This Article 27.7 does not prejudice any rights which the

Company or the Management Board and the Supervisory Board may have under Dutch law

with regard to invoking a similar period or deliberation time.

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27.8 A General Meeting must be convened with due observance of the relevant statutory

minimum convening period.

27.9 All Persons with Meeting Rights must be convened for the General Meeting in accordance

with applicable law. The shareholders may be convened for the General Meeting by means

of convening letters sent to the addresses of those shareholders in accordance with Article

5.5. The previous sentence does not prejudice the possibility of sending a convening notice

by electronic means in accordance with Section 2:113(4) DCC.

GENERAL MEETING - PROCEDURAL RULES

Article 28

28.1 The General Meeting shall be chaired by one of the following individuals, taking into

account the following order of priority:

a. by the Chairman, if there is a Chairman and he is present at the General Meeting;

b. by the Vice-Chairman, if there is a Vice-Chairman and he is present at the General

Meeting;

c. by another Supervisory Director who is chosen by the Supervisory Directors present

at the General Meeting from their midst;

d. by the CEO, if there is a CEO and he is present at the General Meeting;

e. by another Managing Director who is chosen by the Managing Directors present at

the General Meeting from their midst; or

f. by another person appointed by the General Meeting.

The person who should chair the General Meeting pursuant to paragraphs a. through f. may

appoint another person to chair the General Meeting instead of him.

28.2 The chairman of the General Meeting shall appoint another person present at the General

Meeting to act as secretary and to minute the proceedings at the General Meeting. The

minutes of a General Meeting shall be adopted by the chairman of that General Meeting or

by the Management Board. Where an official report of the proceedings is drawn up by a

civil law notary, no minutes need to be prepared. Every Managing Director and Supervisory

Director may instruct a civil law notary to draw up such an official report at the Company's

expense.

28.3 The chairman of the General Meeting shall decide on the admittance to the General Meeting

of persons other than:

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a. the persons who have Meeting Rights at that General Meeting, or their

proxyholders; and

b. those who have a statutory right to attend that General Meeting on other grounds.

28.4 The holder of a written proxy from a Person with Meeting Rights who is entitled to attend

a General Meeting shall only be admitted to that General Meeting if the proxy is determined

to be acceptable by the chairman of that General Meeting.

28.5 The Company may direct that any person, before being admitted to a General Meeting,

identify himself by means of a valid passport or driver's license and/or should be submitted

to such security arrangements as the Company may consider to be appropriate under the

given circumstances. Persons who do not comply with these requirements may be refused

entry to the General Meeting.

28.6 The chairman of the General Meeting has the right to eject any person from the General

Meeting if he considers that person to disrupt the orderly proceedings at the General

Meeting.

28.7 The General Meeting may be conducted in a language other than the Dutch language, if so

determined by the chairman of the General Meeting.

28.8 The chairman of the General Meeting may limit the amount of time that persons present at

the General Meeting are allowed to take in addressing the General Meeting and the number

of questions they are allowed to raise, with a view to safeguarding the orderly proceedings

at the General Meeting. The chairman of the General Meeting may also adjourn the meeting

if he considers that this shall safeguard the orderly proceedings at the General Meeting.

GENERAL MEETING - EXERCISE OF MEETING AND VOTING RIGHTS

Article 29

29.1 Each Person with Meeting Rights has the right to attend, address and, if applicable, vote at

General Meetings, whether in person or represented by the holder of a written proxy.

Holders of fractional shares together constituting the nominal value of a share of the relevant

class shall exercise these rights collectively, whether through one of them or through the

holder of a written proxy.

29.2 The Management Board may decide that each Person with Meeting Rights is entitled,

whether in person or represented by the holder of a written proxy, to participate in, address

and, if applicable, vote at the General Meeting by electronic means of communication. For

the purpose of applying the preceding sentence it must be possible, by electronic means of

communication, for the Person with Meeting Rights to be identified, to observe in real time

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the proceedings at the General Meeting and, if applicable, to vote. The Management Board

may impose conditions on the use of the electronic means of communication, provided that

these conditions are reasonable and necessary for the identification of the Person with

Meeting Rights and the reliability and security of the communication. Such conditions must

be announced in the convening notice.

29.3 The Management Board can also decide that votes cast through electronic means of

communication or by means of a letter prior to the General Meeting are considered to be

votes that are cast during the General Meeting. These votes shall not be cast prior to the

Record Date.

29.4 For the purpose of Articles 29.1 through 29.3, those who have voting rights and/or Meeting

Rights on the Record Date and are recorded as such in a register designated by the

Management Board shall be considered to have those rights, irrespective of whoever is

entitled to the shares or depository receipts at the time of the General Meeting. Unless Dutch

law requires otherwise, the Management Board is free to determine, when convening a

General Meeting, (i) whether the previous sentence applies and (ii) that the Record Date is

applied with respect to shares of a specific class only.

29.5 Each Person with Meeting Rights must notify the Company in writing of his identity and

his intention to attend the General Meeting. This notice must be received by the Company

ultimately on the seventh day prior to the General Meeting, unless indicated otherwise when

such General Meeting is convened. Persons with Meeting Rights that have not complied

with this requirement may be refused entry to the General Meeting. When a General

Meeting is convened the Management Board may stipulate not to apply the previous

provisions of this Article 29.5 in respect of the exercise of Meeting Rights and/or voting

rights attached to preferred shares at such General Meeting.

GENERAL MEETING - DECISION-MAKING

Article 30

30.1 Each share, irrespective of which class it concerns, shall give the right to cast one vote at

the General Meeting. Fractional shares of a certain class, if any, collectively constituting

the nominal value of a share of that class shall be considered to be equivalent to such a

share.

30.2 No vote can be cast at a General Meeting in respect of a share belonging to the Company or

a Subsidiary of the Company or in respect of a share for which any of them holds the

depository receipts. Usufructuaries and pledgees of shares belonging to the Company or its

Subsidiaries are not, however, precluded from exercising their voting rights if the usufruct

or pledge was created before the relevant share belonged to the Company or a Subsidiary

of the Company. Neither the Company nor a Subsidiary of the Company can vote shares in

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respect of which it holds a usufruct or a pledge.

30.3 Unless a greater majority is required by law or by these articles of association, all resolutions

of the General Meeting shall be passed by Simple Majority. If applicable law requires a

greater majority for resolutions of the General Meeting and allows the articles of association

to provide for a lower majority, those resolutions shall be passed with the lowest possible

majority, except if these articles of association explicitly provide otherwise.

30.4 Invalid votes, blank votes and abstentions shall not be counted as votes cast. Shares in

respect of which an invalid or blank vote has been cast and shares in respect of which an

abstention has been made shall be taken into account when determining the part of the issued

share capital that is represented at a General Meeting.

30.5 Where there is a tie in any vote of the General Meeting, the relevant resolution shall not

have been passed.

30.6 The chairman of the General Meeting shall decide on the method of voting and the voting

procedure at the General Meeting.

30.7 The determination during the General Meeting made by the chairman of that General

Meeting with regard to the results of a vote shall be decisive. If the accuracy of the

chairman's determination is contested immediately after it has been made, a new vote shall

take place if the majority of the General Meeting so requires or, where the original vote did

not take place by response to a roll call or in writing, if any party with voting rights who is

present so requires. The legal consequences of the original vote shall lapse as a result of the

new vote.

30.8 The Management Board shall keep a record of the resolutions passed. The record shall be

available at the Company's office for inspection by Persons with Meeting Rights. Each of

them shall, upon request, be provided with a copy of or extract from the record, at no more

than the cost price.

30.9 Shareholders may pass resolutions outside a meeting, unless the Company has cooperated

with the issuance of depository receipts for shares in its capital. Such resolutions can only

be passed by a unanimous vote of all shareholders with voting rights. The votes shall be cast

in writing and may be cast through electronic means.

30.10 The Managing Directors and Supervisory Directors shall, in that capacity, have an advisory

vote at the General Meetings.

GENERAL MEETING - SPECIAL RESOLUTIONS

Article 31

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31.1 The following resolutions can only be passed by the General Meeting at the proposal of the

Management Board:

a. the issue of shares or the granting of rights to subscribe for shares;

b. the limitation or exclusion of pre-emption rights;

c. the designation or granting of an authorisation as referred to in Articles 6.1, 7.5 and

10.2, respectively;

d. the reduction of the Company's issued share capital;

e. the making of a distribution on the ordinary shares from the Company's profits or

reserves;

f. the making of a distribution in the form of shares in the Company's capital or in the

form of assets, instead of in cash;

g. the amendment of these articles of association;

h. the entering into of a merger or demerger;

i. the instruction of the Management Board to apply for the Company's bankruptcy;

and

j. the Company's dissolution.

31.2 A matter which has been included in the convening notice or announced in the same manner

by or at the request of one or more Persons with Meeting Rights pursuant to Articles 27.5

and/or 27.6 shall not be considered to have been proposed by the Management Board for

purposes of Article 31.1, unless the Management Board has expressly indicated that it

supports the discussion of such matter in the agenda of the General Meeting concerned or

in the explanatory notes thereto.

CLASS MEETINGS

Article 32

32.1 A Class Meeting shall be held whenever a resolution of that Class Meeting is required by

Dutch law or under these articles of association and otherwise whenever the Management

Board or the Supervisory Board so decides.

32.2 Without prejudice to Article 32.1, for Class Meetings of ordinary shares, the provisions

concerning the convening of, drawing up of the agenda for, holding of and decision-making

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by the General Meeting apply mutatis mutandis.

32.3 For Class Meetings of preferred shares, the following shall apply:

a. Articles 27.3, 27.9, 28.3, 30.1, 30.2 through 30.10 apply mutatis mutandis;

b. a Class Meeting must be convened no later than on the eighth day prior to that of

the meeting;

c. a Class Meeting shall appoint its own chairman; and

d. where the rules laid down by these articles of association in relation to the

convening, location of or drawing up of the agenda for a Class Meeting have not

been complied with, legally valid resolutions may still be passed by that Class

Meeting by a unanimous vote at a meeting at which all shares of the relevant class

are represented.

REPORTING - FINANCIAL YEAR, ANNUAL ACCOUNTS AND MANAGEMENT

REPORT

Article 33

33.1 The Company's financial year shall coincide with the calendar year.

33.2 Annually, within the relevant statutory period, the Management Board shall prepare the

annual accounts and the management report and deposit them at the Company's office for

inspection by the shareholders.

33.3 The annual accounts shall be signed by the Managing Directors and the Supervisory

Directors. If any of their signatures is missing, this shall be mentioned, stating the reasons.

33.4 The Company shall ensure that the annual accounts, the management report and the

particulars to be added pursuant to Section 2:392(1) DCC shall be available at its offices as

from the convening of the General Meeting at which they are to be discussed. The Persons

with Meeting Rights are entitled to inspect such documents at that location and to obtain a

copy at no cost.

33.5 The annual accounts shall be adopted by the General Meeting.

REPORTING - AUDIT

Article 34

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34.1 The General Meeting shall instruct an external auditor as referred to in Section 2:393 DCC

to audit the annual accounts. Where the General Meeting fails to do so, the Supervisory

Board shall be authorised to do so.

34.2 The instruction may be revoked by the General Meeting and by the body that has granted

the instruction. The instruction can only be revoked for well-founded reasons; a difference

of opinion regarding the reporting or auditing methods shall not constitute such a reason.

DISTRIBUTIONS - GENERAL

Article 35

35.1 A distribution can only be made to the extent that the Company's equity exceeds the amount

of the paid up and called up part of its capital plus the reserves which must be maintained

by law.

35.2 The Management Board may resolve to make interim distributions, provided that it appears

from interim accounts to be prepared in accordance with Section 2:105(4) DCC that the

requirement referred to in Article 35.1 has been met and, if it concerns an interim

distribution of profits, taking into account the order of priority described in Article 37.1.

35.3 No entitlement to distributions is attached to preferred shares, other than as described in

Articles 11.2, 37.1 and 38.3.

35.4 Distributions shall be made in proportion to the aggregate nominal value of the shares . In

deviation of the previous sentence, distributions on preferred shares (or to the former

holders of preferred shares) shall be made in proportion to the amounts paid up (or formerly

paid up) on those preferred shares.

35.5 The parties entitled to a distribution shall be the relevant shareholders, usufructuaries and

pledgees, as the case may be, at a date to be determined by the Management Board for that

purpose. This date shall not be earlier than the date on which the distribution was

announced.

35.6 The General Meeting may resolve, subject to Article 31, that all or part of a distribution,

instead of being made in cash, shall be made in the form of shares in the Company's capital

or in the form of the Company's assets.

35.7 A distribution shall be payable on such date and, if it concerns a distribution in cash, in such

currency or currencies as determined by the Management Board. If it concerns a distribution

in the form of the Company's assets, the Management Board shall determine the value

attributed to such distribution for purposes of recording the distribution in the Company's

accounts with due observance of applicable law (including the applicable accounting

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principles).

35.8 A claim for payment of a distribution shall lapse after five years have expired after the

distribution became payable.

35.9 For the purpose of calculating the amount or allocation of any distribution, shares held by

the Company in its own capital shall not be taken into account. No distribution shall be

made to the Company in respect of shares held by it in its own capital.

DISTRIBUTIONS - RESERVES

Article 36

36.1 All reserves maintained by the Company shall be attached exclusively to the ordinary

shares.

36.2 Subject to Article 31, the General Meeting is authorised to resolve to make a distribution

from the Company's reserves.

36.3 Without prejudice to Articles 36.4 and 37.2, distributions from a reserve shall be made

exclusively on the ordinary shares.

36.4 The Management Board may resolve to charge amounts to be paid up on shares against the

Company's reserves, irrespective of whether those shares are issued to existing

shareholders.

DISTRIBUTIONS - PROFITS

Article 37

37.1 Subject to Article 35.1, the profits shown in the Company's annual accounts in respect of a

financial year shall be appropriated as follows, and in the following order of priority:

a. to the extent that any preferred shares have been cancelled without the distribution

described in Article 11.2 paragraph b. having been paid in full and without any such

deficit subsequently having been paid in full as described in this Article 37.1 or

Article 37.2, an amount equal to any such (remaining) deficit shall be distributed to

those who held those preferred shares at the moment of such cancellation becoming

effective;

b. to the extent that any Preferred Distribution (or part thereof) in relation to previous

financial years has not yet been paid in full as described in this Article 37.1 or

Article 37.2, an amount equal to any such (remaining) deficit shall be distributed

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on the preferred shares;

c. the Preferred Distribution shall be distributed on the preferred shares in respect of

the financial year to which the annual accounts pertain;

d. the Management Board shall determine which part of the remaining profits shall be

added to the Company's reserves; and

e. subject Article 31, the remaining profits shall be at the disposal of the General

Meeting for distribution on the ordinary shares.

37.2 To the extent that the distributions described in Article 37.1 paragraphs a. through c. (or any

part thereof) cannot be paid out of the profits shown in the annual accounts, any such deficit

shall be distributed from the Company's reserves, subject to Articles 35.1 and 35.2.

37.3 Subject to Article 35.1, a distribution of profits shall be made after the adoption of the annual

accounts that show that such distribution is allowed.

DISSOLUTION AND LIQUIDATION

Article 38

38.1 In the event of the Company being dissolved, the liquidation shall be effected by the

Management Board under the supervision of the Supervisory Board, unless the General

Meeting decides otherwise.

38.2 To the extent possible, these articles of association shall remain in effect during the

liquidation.

38.3 To the extent that any assets remain after payment of all of the Company's debts, those

assets shall be distributed as follows, and in the following order of priority:

a. the amounts paid up on the preferred shares shall be repaid on such preferred shares;

b. to the extent that any preferred shares have been cancelled without the distribution

described in Article 11.2 paragraph b. having been paid in full and without any such

deficit subsequently having been paid in full as described in Articles 37.1 and 37.2,

an amount equal to any such (remaining) deficit shall be distributed to those who

held those preferred shares at the moment of such cancellation becoming effective;

c. to the extent that any Preferred Distribution (or part thereof) in relation to financial

years prior to the financial year in which the distribution referred to in paragraph a.

occurs has not yet been paid in full as described in Articles 37.1 and 37.2, an amount

equal to any such (remaining) deficit shall be distributed on the preferred shares;

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d. the Preferred Distribution shall be paid on the preferred shares calculated in respect

of the part of the financial year in which the distribution referred to in paragraph a.

is made, for the number of days that have already elapsed during such part of the

financial year; and

e. any remaining assets shall be distributed to the holders of ordinary shares.

38.4 After the Company has ceased to exist, its books, records and other information carriers

shall be kept for the period prescribed by law by the person designated for that purpose in

the resolution of the General Meeting to dissolve the Company. Where the General Meeting

has not designated such a person, the liquidators shall do so.

TRANSITIONAL PROVISIONS

Article 39

39.1 The Company's first financial year ends on the thirty-first day of December two thousand

and twenty.

39.2 This entire Article 39 shall lapse and shall no longer form part of these articles of association

on the first day of the Company's second financial year.